8-K 1 d767102d8k.htm 8-K 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 11, 2019

 

 

HOUGHTON MIFFLIN HARCOURT COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36166   27-1566372

(State or other jurisdiction

of incorporation)

 

(Commission

File No.)

 

(IRS Employer

Identification No.)

125 High Street

Boston, MA

  02110
(Address of principal executive offices)   (Zip Code)

(617) 351-5000

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading Symbol(s)

  

Name of each exchange on which
registered

Common Stock, $0.01 par value    HMHC    The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 


Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 17, 2019, Houghton Mifflin Harcourt Company (the “Company”) announced that Rosamund Else-Mitchell, the Company’s Executive Vice President and Chief Learning Officer, will be leaving the Company effective June 28, 2019. In connection with her pending departure, Ms. Else-Mitchell entered into a letter agreement with the Company on June 11, 2019 (the “Letter Agreement”) providing that, among other things and subject to certain terms and conditions, the Company will (i) pay Ms. Else-Mitchell $525,000, which is an amount equal to her current annual base salary, less required withholdings and deductions in accordance with the Company’s normal payroll schedule and practice and (ii) waive the requirement that Ms. Else-Mitchell reimburse the Company for relocation expenses paid by the Company in 2018. The Letter Agreement does not modify the terms of any of Ms. Else-Mitchell’s outstanding equity awards, and such equity awards will continue to be governed by the applicable plan documents and award agreements. The Letter Agreement also provides for a release of certain claims by Ms. Else-Mitchell against the Company, mutual non-disparagement obligations, certain confidentiality requirements, and non-competition and non-solicitation restrictions for a period of 12 months.

 

Item 7.01.

Regulation FD Disclosure.

On June 17, 2019, the Company posted on its corporate website, at https://www.hmhco.com/about-us/press-releases/hmh-statement-06-17-19, a statement related to Ms. Else-Mitchell’s pending departure.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    HOUGHTON MIFFLIN HARCOURT COMPANY
Dated: June 17, 2019     By:   /s/ William F. Bayers
    Name:   William F. Bayers
    Title:   Executive Vice President, Secretary and General Counsel